Form of Second Supplemental Indenture Relating to subordinated securities



 Exhibit 4.25 
  
 J.P. MORGAN CHASE & CO., 
  
 BANK ONE CORPORATION, 
  
 JPMORGAN CHASE BANK, 
  
                     as Resigning Trustee, 
  
 AND 
  
 U.S. BANK TRUST NATIONAL ASSOCIATION, 
  
                     as Successor
Trustee, 
  
 SECOND SUPPLEMENTAL INDENTURE 
  
 Dated as of
                     , 2004 
  
 to 
  
 INDENTURE 
  
 Dated as of March 3, 1997 
  
 SUBORDINATED SECURITIES








 SECOND SUPPLEMENTAL INDENTURE, dated as of
                     , 2004, among J.P. MORGAN CHASE & CO., a Delaware corporation (“Successor”), BANK ONE CORPORATION
(successor by merger to First Chicago NBD Corporation), a Delaware corporation (“Bank One”), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as trustee (the “Resigning Trustee”),
and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (the “Successor Trustee”). 
  
 WHEREAS, Bank One and the Resigning Trustee have heretofore executed and delivered a certain Indenture, dated as of March 3, 1997, as amended by the
First Supplemental Indenture, dated as of October 2, 1998 (as so amended, the “Indenture”; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), providing for the issuance from time to time of
Securities; 
  
 WHEREAS, Bank One and Successor have entered into
an Agreement and Plan of Merger, dated as of January 14, 2004 (the “Merger Agreement”), which contemplates the execution and filing of a Certificate of Merger on the date hereof (the “Certificate of Merger”) providing for the
merger (effective                 ) of Bank One with and into Successor (the “Merger”), with Successor continuing its corporate existence under Delaware
law; 
  
 WHEREAS, Section 10.01 of the Indenture provides, among
other things, that the Company shall not merge into any other corporation unless, among other things, the corporation into which the Company is merged shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest (including all additional amounts, if any, payable pursuant to Section 5.04 of the Indenture) on all the Securities and the performance
of every covenant of the Indenture on the part of the Company to be performed or observed; 
  
 WHEREAS, upon effectiveness of the Merger, the Resigning Trustee will be a subsidiary of the issuer of the Securities under the Indenture and, accordingly, the Resigning Trustee desires to resign pursuant to Section
8.10(ii) of the Indenture, and the Successor Trustee is willing to accept appointment as successor Trustee under the Indenture; 
  
 WHEREAS, Section 9.01 of the Indenture provides, among other things, that, without the consent of any Holder of Securities or coupons, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee: (i) to evidence the succession of another corporation to
the Company, and the assumption by any such successor of the covenants of the Company in the Indenture and in the Securities; (ii) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee under the
Indenture; and (iii) to make provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in
any material respect; 
  
 WHEREAS, the execution and delivery of
this Second Supplemental Indenture have been authorized by resolutions of the board of directors of each of Bank One and Successor and have been duly authorized by all necessary action on the part of the Resigning Trustee and the Successor Trustee;
and 
  

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 WHEREAS, all conditions precedent and requirements necessary to make this Second Supplemental Indenture a
valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; 
  
 NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: 
  
 For and in consideration of the premises and intending to be legally bound
hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or any series thereof, as follows: 
  
 ARTICLE I 
  
 REPRESENTATIONS OF THE RESIGNING TRUSTEE 
  
 1.1. Pursuant to Section 8.10(ii) of the Indenture, the Resigning Trustee hereby notifies Bank One that the Resigning Trustee is hereby resigning as Trustee under the Indenture. 
  
 1.2. The Resigning Trustee hereby represents and warrants to the Successor
Trustee that: 
  

	 	(a)	No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or, to the best of the knowledge of the Responsible Officers of the Resigning Trustee,
by the Holders of the percentage in aggregate principal amount of Securities of any series required by the Indenture to effect any such waiver. 

  

	 	(b)	There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers of the Resigning Trustee, threatened, against the Resigning Trustee
before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture. 

  

	 	(c)	To the best of the knowledge of the Responsible Officers of the Resigning Trustee, no event has occurred and is continuing which is, or after notice or lapse of time or both would
become, a Default under the Indenture. 

  
 1.3. The
Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the trust under the Indenture; all of the rights, powers, trusts and duties of the Resigning
Trustee under the Indenture; and all property and money held by the Resigning Trustee under the Indenture, subject nevertheless to the Resigning Trustee’s lien, if any, provided for in Section 8.07 of the Indenture. The Resigning Trustee shall
execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all such rights, powers and trusts hereby
assigned, transferred, delivered and confirmed to the Successor Trustee. 
  

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 ARTICLE II 
  
 REPRESENTATIONS OF AND ACCEPTANCE BY THE SUCCESSOR TRUSTEE 
  
 2.1. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to Bank One and Successor that the Successor Trustee is not subject
to any conflict of interest under the provisions of Section 8.08 of the Indenture and is qualified and eligible under the provisions of 8.09 of the Indenture to act as Trustee under the Indenture. 
  
 2.2. The Successor Trustee hereby accepts its appointment as Successor
Trustee under the Indenture and accepts the rights, powers, trusts and duties of the Resigning Trustee as Trustee under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee under the
Indenture. 
  
 ARTICLE III 
  
 REPRESENTATIONS OF BANK ONE AND SUCCESSOR 
  
 Each of Bank One and Successor represents and warrants to the Resigning
Trustee and to the Successor Trustee as follows: 
  
 3.1. It is a
corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 
  
 3.2. The execution, delivery and performance by it of this Second Supplemental Indenture have been authorized and approved by all necessary corporate
action on the part of it. 
  
 3.3. Upon the filing of the
Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Merger (the “Effective Time”), the Merger will be effective in accordance with the terms of
the Merger Agreement and Delaware law. 
  
 3.4. Immediately after
giving effect to the Merger, no Default, and no event which, after giving of notice or lapse of time, or both, would become a Default, shall have happened and by continuing. 
  
 ARTICLE IV 
  
 ASSUMPTION AND AGREEMENTS 
  
 4.1. Successor hereby expressly assumes the due and punctual payment of the principal of, premium, if any, and interest (including all additional amounts,
if any, payable pursuant to Section 5.04 of the Indenture) on all the Securities and the performance of every covenant of the Indenture on the part of the Company to be performed or observed. 
  
 4.2. The Securities may bear a notation concerning the assumption of the
Indenture and the Securities by Successor. 
  
 4.3. Successor
shall succeed to and be substituted for the Company, with the same effect as if it had been named as the Company in the Indenture. 
  

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 ARTICLE V 
  
 AMENDMENTS 
  
 5.1. The reference in the preamble to the Indenture to “BANC ONE CORPORATION, a corporation organized and existing under the laws of the State of
Ohio” is hereby amended to read “J.P. MORGAN CHASE & CO., a corporation organized and existing under the laws of the State of New York”; the reference therein to “100 East Broad Street, Columbus, Ohio 43271” is hereby
amended to read “270 Park Avenue, New York, New York 10017” and each other reference in the Indenture to “Banc One Corporation” or Bank One shall be amended and deemed to be a reference to “J.P. Morgan Chase & Co.”.

  
 5.2. The reference in the preamble to the Indenture to
“CHASE MANHATTAN BANK, a New York banking corporation” is hereby amended to read “U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association”; and the reference therein to 450 W. 33rd Street, 15th
Floor, New York, New York, is hereby amended to “100 Wall Street, New York, New York 10005”. 
  
 5.3. The definition of “Existing Subordinated Indebtedness” contained in Section 1.01 of the Indenture is amended in its entirety to read as
follows: 
  
 “‘Existing Subordinated
Indebtedness’ means the following subordinated debt obligations of the Company: (i) the 9 7/8% Subordinated Notes due March 1, 2009, (ii) the 10% Subordinated Notes due August 15, 2010, (iii) the 7.25% Subordinated Notes due August 15, 2004,
(iv) the 6 3/8% Subordinated Notes due January 30, 2009, (v) the 7 1/8% Subordinated Notes due May 15, 2007, (vi) the 7 3⁄4 % Subordinated Notes due July 15, 2025, (vii) the 7% Subordinated Notes due July 15, 2005, (viii) the 6 1/8% Subordinated
Notes due February 15, 2006, (ix) the Medium-Term Notes – Series G Subordinated and (x) the 7 5/8% Subordinated Notes due October 15, 2026.” 
  
 5.4. The definition of “Senior Indebtedness” contained in Section 1.01 of the Indenture is hereby amended in its entirety to read as follows:

  
 “‘Senior Indebtedness’ means
the principal of, premium, if any, and interest on (i) all of the Company’s indebtedness for money borrowed (other than (A) the Securities, (B) the Existing Subordinated Indebtedness, (C) all securities issued pursuant to the Heritage Successor
Subordinated Indenture; (D) all securities issued pursuant to the Heritage Chase Subordinated Indenture; and (E) all securities issued pursuant to the Heritage JPMorgan Subordinated Indenture), whether outstanding on the date of execution of the
Indenture or thereafter created, assumed or incurred, except such indebtedness as is by its terms expressly stated to be not superior in right of payment to, or to rank pari passu with, the Securities or the other securities referred
to in clauses (A) through (E) above; and (ii) any deferrals, renewals or extensions of any such Senior Indebtedness. The term “indebtedness for money borrowed” as used in the foregoing sentence shall include, without limitation, any
obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligations for the payment of the purchase price of
property or assets. The Securities shall rank pari passu with the securities referred to in clauses (i)(A) through (i)(E) above.” 
  

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 5.5. Section 1.01 of the Indenture is hereby amended to insert the following new definitions therein in
the appropriate alphabetical order: 
  
 “‘Heritage Chase Subordinated Indenture’ means the Amended and Restated Indenture, dated as of September 1, 1993, as amended by the First Supplemental Indenture, dated as of March 29, 1996, the Second Supplemental Indenture,
dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of December 29, 2000, between the Company (as successor by merger to The Chase Manhattan Corporation, a Delaware corporation) and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National Association), a national banking association, as successor to Chemical Bank, a New York banking corporation, as the same may be further amended, supplemented or otherwise modified from time to
time.” 
  
 “‘Heritage JPMorgan
Subordinated Indenture’ means the Indenture, dated as of March 1, 1993, as amended by the First Supplemental Indenture, dated as of December 29, 2000, between the Company (as successor by merger to J.P. Morgan & Co. Incorporated, a Delaware
corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as the same may be further amended, supplemented or otherwise modified from time to time.”

  
 “‘Heritage Successor Subordinated
Indenture’ means the Indenture, dated as of April 1, 1987, as amended and restated as of December 15, 1992, and as amended by the Second Supplemental Indenture, dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of
December 29, 2000, between the Company (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to
Morgan Guaranty Trust Company of New York, a New York banking corporation, as the same may be further amended, supplemented or otherwise modified from time to time.” 
  
 5.6. Except as amended hereby, the Indenture and the Securities are in all respects ratified and confirmed and all the terms
thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. 
  
 ARTICLE VI 
  
 MISCELLANEOUS 
  
 6.1. The Resigning Trustee and the Successor Trustee each accepts the modification of the Indenture effected by this Second Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the
generality of the foregoing, neither the Resigning Trustee nor the Successor Trustee assumes any responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of Bank One and Successor. Neither the
Resigning Trustee nor the Successor Trustee makes any representation or shall have any responsibility as to the validity and sufficiency of this Second Supplemental Indenture. 
  
 6.2. If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or conflicts with
another provision included in this Second 

  

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Supplemental Indenture or in the Indenture, in either case that is required to be included in this Second Supplemental Indenture or in the Indenture by any
of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control. 
  
 6.3. Nothing in this Second Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by
this Second Supplemental Indenture. 
  
 6.4. This Second
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 
  
 6.5. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but
all of which counterparts together shall constitute but one and the same instrument. 
  
 6.6. This Second Supplemental Indenture shall become effective as of the Effective Time. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	BANK ONE CORPORATION
		
	By	 	 
	 	 	 Name:

	 	 	 Title:



  

	
	[Corporate Seal]
	 
	Attest:
	
	  
	 Secretary


  

			
	J.P. MORGAN CHASE & CO.
		
	By	 	 
	 	 	 Name:

	 	 	 Title:



  

	
	[Corporate Seal]
	 
	Attest:
	
	  
	 Secretary


  










			
	JPMORGAN CHASE BANK, as Resigning Trustee
		
	By	 	 
	 	 	 Name:

	 	 	 Title:



  

	
	[Corporate Seal]
	 
	Attest:
	
	  
	 Assistant Secretary


  

			
	U.S. BANK TRUST NATIONAL
ASSOCIATION, as Successor Trustee
		
	By	 	 
	 	 	 Name:

	 	 	 Title:



  

	
	[Corporate Seal]
	 
	Attest:
	
	  
	 Assistant Secretary










					
	 STATE OF NEW YORK
	  	)	  	 
	 	  	): ss.:	  	 
	 COUNTY OF NEW YORK
	  	)	  	 

  
 On this
     of                 , 2004, before me, the undersigned officer, personally
appeared                , who acknowledged himself to be the
                         of BANK ONE CORPORATION, a Delaware corporation, and that he as such officer, being authorized to
do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. 
  
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
  

	
	
	  
	 Notary Public



  
 [SEAL] 
  
  
  

					
	 STATE OF NEW YORK
	  	)	  	 
			
	 	  	: ss.:	  	 
	 COUNTY OF NEW YORK
	  	)	  	 

  
 On this
     day of                 , 2004, before me, the undersigned officer, personally appeared
                , who acknowledged himself to be the
                         of J.P. MORGAN CHASE & CO., a Delaware corporation, and that he as such officer, being
authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. 
  
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
  

	
	
	  
	 Notary Public



  
 [SEAL] 
  










					
	 STATE OF NEW YORK
	  	)	  	 
	 	  	): ss.:	  	 
	 COUNTY OF NEW YORK
	  	)	  	 

  
 On this
     day of                 , 2004, before me, the undersigned officer, personally appeared
                , who acknowledged himself to be
                         of JPMORGAN CHASE BANK, a New York banking corporation, and that he as such officer, being
authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself as such officer. 
  
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
  

	
	
	 
	 Notary Public



  
 [SEAL] 
  
  
  

					
	 STATE OF NEW YORK
	  	)	  	 
	 	  	): ss.:	  	 
	 COUNTY OF NEW YORK
	  	)	  	 

  
 On this
     day of                 , 2004, before me, the undersigned officer, personally appeared
                , who acknowledged himself to be
                         of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and that he as such
officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself as such officer. 
  
 IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
  

	
	
	 
	 Notary Public



  
 [SEAL]